The Rim

Button hesitantly approached Laruam from behind. Her tail was slightly raised as it tantalizingly flicked from side to side, inviting the colt nearer. He leaned closer, salivating as he inspected her glistening marehood and drawing in its heady and exhilarating musk. The colt’s tongue experimentally ran across her moistened slit, causing the mare to moan as her tangy juices danced over his taste buds.

“Mmmm, Button,” Laruam groaned, pressing her hips back to meet his face.

The mare’s taste was exquisite, tangy and sweet. As Button continued his ministrations his stallionhood began to throb, a bead of pre dripping from its head as it yearned to bury itself in the warm confines of the female before him.

“Take me Button, make me your mare,” Laruam sighed, her neck cracking slightly as she looked back at him.

Rearing back the colt staggered forward, locking his forelegs around Laruam’s ample hips. He panted, losing himself to his lust, as he awkwardly humped at the mare’s rear; his member prodding her cheeks as it desperately sought entrance. Finally, feeling her moist and supple lips, he drove forward, burying himself in her and causing the mare to moan. Button froze, feeling his length surrounded by her slick confines. He’d could have never anticipated that this nightmarish adventure would wind up with him losing his virginity to a ghoulish pony but here he was, balls deep in a ghastly equine and it felt absolutely amazing.

Experimentally, Button started pumping his hips, withdrawing his length before driving it back forward. He felt Laruam’s plump rear meet him with every thrust, her soft fur and supple flesh giving a slight jiggle with each impact. The only sounds in the well were those of heavy breathing and the soft slapping of flesh against flesh.

“That’s right,” Laruam cooed, her hair snaking back and caressing the young stallion, “it feels good doesn’t it?”

“It’s amazing,” Button huffed, clumsily humping away. He could feel Laruam contracting her marehood, rhythmically squeezing his shaft as it plumbed her depths. The inexperienced colt could already feel himself getting close, he hadn’t expected he’d last long but he wished he’d have at least made her cum first. “I...I don’t think I’ll be able to last much longer,” he stammered.

“Mmmmmm,” Laruam hummed, craning her neck backward at a wholly unnatural angle. “Do it Button. I want to feel your seed gushing deep inside of me,” she moaned, gyrating her hips while impaled on his shaft.

The colt winced, ramming himself as deep as possible as his body shuddered. “Gaaaaaaah!” Button cried, an impossibly powerful orgasm overtaking him. He could feel the head of his cock flare, and his shaft pulsate, as the first shots of thick cum rocketed into the mare.

“Such a good boy,” Laruam murmured, her prehensile mane slowly coiling around Button’s neck as he blew his load.

Button was blissfully unaware of fibrous strands of hair as they wrapped around this throat. His mind was awash in pleasure as his body submitted to its base instincts of breeding the mare. Only too late did he realize the peril at hand as her hair constricted around him, choking him of air and causing him to panic. The colt gasped and sputtered, fighting to fill his lungs as his body continued to unload its seed.

“You didn’t really think this would end well did you?” Laruam asked, her head twisting counter clockwise until it was nearly upside down. “The poor little colt helping the woeful mare?” she chuckled, the flesh over where her eyes would have been dissolving to reveal the bottomless pits of madness beneath.

The colt’s eyes watered as he helplessly writhed, struggling against his tormentor. He would have screamed if he could but he couldn’t breathe, let alone make a sound.

“Let him go!” a voice boomed from high above as the well was illuminated by a brilliant violet light.

Both Button and Laruam looked upward, spotting a blazing violet comet rocketing down towards them. The nightmarish mare cast her prey aside, turning to face the interloper. Button crashed against the wall, coughing and heaving breath into his lungs.

“Aaaaaaah,” Laruam whispered, “a princess. I’m honored.”

“I don’t know who or what you are,” Twilight Sparkle growled, screeching to a halt and hovering before the nightmarish creature, “but I will not let you hurt my friends.”

Laruam began to softly chuckle, her laugh steadily building to an insane cackle, as she faced the alicorn. “And I don’t know who you are but, at this point, I don’t care. I have what I came for so I shall make my leave. You don-” her words were cut short by a cascade of blazing energy washing over the mare’s pallid frame and obscuring her from view.

“Twi...cough...Twilight!” Button shouted, struggling to get to his hooves.

Twilight either ignored or didn’t hear the colt as she continued her sorcerous onslaught, pouring a veritable tsunami of arcane force onto Laruam. Suddenly a mass of corded hair shot through her magic, wrapping around Twilight’s neck and causing her to lose focus.

“I will notbe captured again!” Laruam roared, slamming the alicorn against one wall. “You and your ilk put me here in the first place and now that I have what I came for I’m leaving,” she continued, smashing Twilight against the opposite side of the well before dropping her limp form to the water below.

Button watched the confrontation in utter horror; if Laruam could stand up to an alicorn then things were far worse than he could have imagined. “Why,” he asked to the nightmarish pony as tears streamed down his face, “why would you do all this.”

“Because I’ve been trapped in this damn painting for over a millennia,” Laruam responded, her baleful gaze shifting to the colt.

“But I thought you died here, that you were some poor mare who had a terrible accident,” Button whimpered, limping over to Twilight’s crumpled form. The princess was breathing but she wasn’t in good shape, one of her wings was clearly broken and a small trail of blood leaked from her snout.

“I suffered a fate worse than death,” Laruam chided, “after I was caught I was left in here to rot for eternity.”

“But why?” Button questioned, trying to make sense of the situation.

“Because, while I was blind when I lived, I was far from helpless,” the ghoulish mare flatly stated. “All those ponies who’d tormented me, mares and stallions alike, I’d lure them to this well and dispatch them. If it hadn’t been for the inquest from Star Swirl I likely wouldn’t have been apprehended. The old bastard imprisoned me in this painting as punishment for my crimes. As for you,” she hissed, drawing closer to the terrified colt, “you were simply lucky enough to draw my attention.”

“Why me though? What did I do?” Button pleaded, desperate to understand.

“I wasn’t lying when I said you reminded me of my lover,” Laruam whispered. “But what I didn’t tell you was that he betrayed me. Over time I found out that he was running off with another mare, mistakenly thinking that I wouldn’t catch on to his adulterous ways but he was wrong,” she growled. “After I found out I invited him out for a picnic in a small glade I knew of in the woods…”

Button gulped, fearing he knew what became of the poor stallion.

“Needless to say Switch suffered a small accident,” Laruam mused, grinning madly as the memory washed over her. “It was so liberating. All those years everyone thought I was some helpless mare but that moment changed everything; I held the power of life and death in my hooves and it was intoxicating. I knew that all of those other ponies would pay, as retribution and to prevent them from bringing suffering to anypony else,” she giggled, her perverse logic having long ago driven her over the brink of insanity. “All I needed to escape this place,” she whispered, reaching out to caress Button’s face with her hoof, “was the essence of an innocent, willingly given.”

Button began to weep over Twilight, there was little else he could do in the face of such an abomination. The revelation that he’d unwittingly given this creature what she’d needed to be set free was soul crushing.

“Wha...what’re you going to do with us?” Button tearfully asked.

“You can both rot down here for all I care,” Laruam spat. “Tell the princess if she values her life not to come looking for me,” she continued, looking to the downed alicorn. “And as for you,” she crooned, leaning in and giving Button a kiss on the cheek, “I may come and pay you a visit. If you’re able to escape this hole that is.”

The colt looked up as Laruam began to inexplicably sink into the water, the delirium of her gaze boring into him as she disappeared.

~

After nearly an hour Twilight regained consciousness; wounded though she was, the alicorn was able to teleport them back to her castle using the same arcane spellcraft which had brought her there. Despite Twilight’s best efforts Laruam was unable to be found, the painting in which she had been imprisoned simply vanished. Periodic reports of a spectral mare with supernatural powers arose occasionally from across Equestria although with very little, if any, leads regarding the creature’s whereabouts.

Button, while glad to be back in Ponyville, had been thoroughly traumatized. When the colt could sleep it was fitful, often ending with him awakening in panic. Occasionally he’s swear he saw Laruam lurking in reflections or in the long shadows of twilight, but he couldn’t be sure. Something told him that he’d run into her again, sooner or later, and he dreaded that reunion should it ever take place. All the little colt could do was bide his time and live his life, biding his time for the ghoulish mare to return...